Legal Writings (Counterparts and Delivery) (Scotland) Act 2015

Execution of documents in counterpart

1 Execution of documents in counterpart

(1) A document may be executed in counterpart.

(2) A document is executed in counterpart if—

(a) it is executed in two or more duplicate, interchangeable, parts, and

(b) no part is subscribed by both or all parties.

(3) On such execution, the counterparts are to be treated as a single document.

(4) That single document may be made up of—

(a) both or all the counterparts in their entirety, or

(b) one of the counterparts in its entirety, collated with the page or pages on which the other counterpart has, or other counterparts have, been subscribed.

(5) A document executed in counterpart becomes effective when—

(a) both or all the counterparts have been delivered in accordance with subsection (6) or (7), and

(b) any other step required by an enactment or rule of law for the document to become effective has been taken.

(6) Each counterpart is to be delivered to the party or parties who did not subscribe the counterpart in question unless it is a counterpart which falls to be delivered under subsection (7).

(7) If a party has, under section 2(1), nominated a person to take delivery of one or more counterparts, the counterpart in question is (or counterparts in question are) to be delivered to that person.

(8) Subsection (5) is subject to subsection (9).

(9) Where a counterpart is to be held by the recipient as undelivered, the counterpart is not to be treated as delivered for the purposes of subsection (5)(a) until—

(a) the person from whom the counterpart is received indicates to the recipient that it is to be so treated, or

(b) if a specified condition is to be satisfied before the counterpart may be so treated, the condition has been satisfied.

2 Nomination of person to take delivery of counterparts

(1) Parties to a document executed in counterpart may nominate a person to take delivery of one or more of the counterparts.

(2) Subsection (1) does not prevent one of the parties, or an agent of one or more of the parties, being so nominated.

(3) A person so nominated must, after taking delivery of a counterpart by virtue of subsection (1), hold and preserve it for the benefit of the parties.

(4) Subsection (3) does not apply in so far as the parties may agree, or be taken to have agreed, otherwise (whether before or after the document has effect).

(5) A document’s having effect is not dependent on compliance with subsection (3) or (4).

3 Use of counterparts: electronic documents

(1) Sections 1 and 2 apply to traditional documents and electronic documents.

(2) In section 1 any reference to subscription is to be read, in the case of an electronic document to which section 1(2) of the Requirements of Writing (Scotland) Act 1995 (“the 1995 Act”) applies, as a reference to authentication of the electronic document within the meaning of section 9B of the 1995 Act.

(3) In this section—

• “electronic document” has the meaning given by section 9A of the 1995 Act,

• “traditional document” has the meaning given by section 1A of the 1995 Act.